Steven Miller
Executive Vice President, Chief Operating Officer, and Chief Scientific Officer at 
CATALYST PHARMACEUTICALS
CATALYST PHARMACEUTICALSExecutive
About Steven Miller
Steven R. Miller, Ph.D., is Executive Vice President, Chief Operating Officer, and Chief Scientific Officer of Catalyst Pharmaceuticals; age 63; executive officer since April 2007, COO since January 2011, CSO since October 2009, and EVP since January 1, 2024 . He has 30+ years in healthcare, previously holding R&D and technology transfer leadership roles at Watson Laboratories and Royce Laboratories, and scientific roles at Dade Behring and the U.S. FDA; education includes a B.S. in Chemistry (University of Maryland) and a Ph.D. (University of Miami) . Company performance context: Net product revenue rose from $213.9M (2022) to $396.5M (2023) to $489.3M (2024), with net income of $83.1M, $71.4M, and $163.9M respectively; cumulative TSR (value of $100 investment) was $496 (2022), $448 (2023), and $557 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Watson Laboratories (subsidiary of Watson Pharmaceuticals) | Executive Director of R&D Operations | — | Managed team of 75; led clinical testing, stability, pilot plant ops, and CMC assembly for drug applications . |
| Watson Laboratories | Director of Technology Transfer | — | Oversaw transfer of technologies across R&D/manufacturing . |
| Royce Laboratories (acquired by Watson) | Vice President of Research and Product Development | — | Led research/product development prior to acquisition by Watson . |
| Dade Behring | Group Leader and Senior Scientist | — | Led scientific work in diagnostics/research . |
| U.S. Food & Drug Administration | Analytical Chemist | — | Early-career analytical chemistry role in federal agency . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | None disclosed in proxy | — | No external directorships or roles for Dr. Miller are disclosed in the 2025 DEF 14A . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $496,827 | $525,000 | $560,000 |
| Cash Bonus (Actual) | $300,000 | $346,500 | $352,800 |
| RSU Grants (Grant-date fair value) | $1,091,560 | $503,995 | $523,797 |
| Stock Options (Grant-date fair value) | $1,574,196 | $2,016,003 | $2,095,377 |
| All Other Compensation | $12,200 | $13,200 | $13,800 |
| Total Compensation | $3,474,783 | $3,404,698 | $3,545,774 |
Notes:
- 2024 cash bonuses for executive officers were paid at 105% of previously established targets; Dr. Miller’s actual bonus was $352,800, implying a target of ~$336,000 and an implied target bonus of ~60% of base salary for 2024 (derived from $352,800 ÷ 1.05 ÷ $560,000) .
Performance Compensation
| Metric | Weighting | Target | Actual (2024 outcome) | Payout Decision | Vesting |
|---|---|---|---|---|---|
| Total Revenues | 40% | ≥ $475M | ~$492M achieved | Contributed to 105% of target bonus | Cash bonus (N/A vesting) |
| FIRDAPSE Net Product Revenue | — | ≥ $301.6M | ~$306M achieved | Supports above-target payout | Cash bonus (N/A) |
| AGAMREE Net Product Revenue | — | ≥ $20M | ~$46M achieved | Supports above-target payout | Cash bonus (N/A) |
| Transformational Acquisition | 30% | Acquire significant co. or de-risked late-stage orphan asset by YE 2024 | Not achieved; diligence on >100 opp’s and 3 term sheets, none pursued; several still considered | Despite miss, overall payout set to 105% of target | Cash bonus (N/A) |
| Global Expansion | 10% | Out-license AGAMREE or FIRDAPSE in APAC/LATAM | Out-licensed AGAMREE in Canada with KYE Pharma (Canada) | Supports above-target payout | Cash bonus (N/A) |
| Operate to Budget | 10% | Meet 2024 budget | ~$32M favorable net income vs budget | Supports above-target payout | Cash bonus (N/A) |
| AGAMREE Lifecycle Plan | 10% | Board adoption by Aug 2024 | Plan presented and approved Aug 2024 | Supports above-target payout | Cash bonus (N/A) |
Long-term incentives granted for 2024:
- Stock Options: 202,958 options granted on 11/21/2024 at $21.12, fair value $2,095,377; vest one-third annually over 3 years; 7-year term .
- RSUs: 24,801 RSUs granted on 11/21/2024, fair value $523,797; vest one-third annually over 3 years .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total Beneficial Ownership | 1,994,664 shares; 1.6% of outstanding (121,959,172 shares outstanding on record date) . |
| Hedging/Pledging | Prohibited for officers, directors, employees, and consultants; no margining or pledging permitted . |
| 2024 Option Exercises | 50,000 options (grant 01/02/2018) exercised 12/10/2024 at $4.01; 235,000 options (same grant) exercised 12/13/2024 at $4.01 . |
Outstanding Equity Awards at 12/31/2024 – Options
| Exercise Price | Exercisable (#) | Unexercisable (#) | Expiration |
|---|---|---|---|
| $2.24 | 225,000 | — | 12/19/2025 |
| $4.64 | 180,000 | — | 12/02/2026 |
| $3.42 | 275,000 | — | 12/30/2027 |
| $7.07 | 185,000 | — | 12/28/2028 |
| $18.59 | 97,333 | 48,667 | 12/27/2029 |
| $14.15 | 82,668 | 165,336 | 12/08/2030 |
| $21.12 | — | 202,958 | 11/21/2031 |
Unvested RSUs and Option/RSU Vesting Schedules (as disclosed)
| Award Type | Unvested (#) | Vesting Detail |
|---|---|---|
| Options ($18.59) | 48,667 | Vest on 12/27/2025 |
| Options ($14.15) | 165,336 | Vest in two annual tranches beginning 12/8/2025 |
| Options ($21.12) | 202,958 | Vest in three annual tranches beginning 11/21/2025 |
| RSUs | 14,000 | Vest on 12/27/2025 |
| RSUs | 23,746 | Vest in two annual tranches beginning 12/8/2025 |
| RSUs | 24,801 | Vest in three annual tranches beginning 11/21/2025 |
Notes:
- Footnote (6) to the ownership table enumerates Dr. Miller’s exercisable options by strike price totaling 1,045,001 shares; excludes listed unvested options and RSUs with specified vest dates above .
Employment Terms
| Provision | Terms |
|---|---|
| Severance (No Cause / Good Reason) | One year’s base salary; accrued bonus; 12 months accelerated vesting of stock options; one year benefits continuation; subject to non-compete during severance period; Dr. Miller’s stated severance base salary: $560,000 . |
| Change in Control (CIC) | All unvested stock options and other equity awards automatically vest upon a CIC . |
| CIC + Termination within 1 Year | One year’s base salary; payment in full of any target bonus previously granted for the severance period; benefits continuation; subject to non-compete during severance period . |
| Designation | Dr. Miller is designated to receive benefits under the severance and CIC plan . |
Compensation Committee, Peer Group, and Pay-for-Performance Context
- Committee and consultant: Compensation Committee is independent; engaged Mercer LLC to advise on executive compensation and peer group construction; committee has authority to retain consultants per charter .
- 2024 peer group (revenues criterion ~ $480M projected): Acadia, Amicus, Amphastar, ANI, Collegium, Corcept, Dynavax, Halozyme, Harmony Biosciences, Insmed, Ionis, Ironwood, Pacira, PTC Therapeutics, Supernus, Ultragenyx .
- Performance measures most linked to Compensation Actually Paid include Net Product Revenue, Net Income, transformational acquisition, and Quality/Compliance; CAP-to-performance tables and valuation assumptions disclosed in pay-versus-performance section .
Investment Implications
- Alignment and retention: Prohibition on hedging/pledging reduces misalignment risk; substantial unvested options and RSUs with multi-year vesting create strong retention incentives beginning November/December 2025 onward .
- Trading supply signals: Dr. Miller exercised 285,000 options at $4.01 in December 2024; while exercise does not equal sale, large exercises can precede liquidity events; actual sales require Form 4 review not disclosed here .
- Pay-for-performance consistency: Despite missing the acquisition objective, the committee awarded bonuses at 105% of target based on outperformance in revenue, AGAMREE out-licensing, budget discipline, and lifecycle plan adoption—indicating meaningful discretion within a revenue-driven framework .
- Change-in-control economics: Full acceleration of unvested equity on CIC plus one-year cash/severance and target bonus creates potential for near-term equity supply post-transaction; however, acceleration also aligns executives to pursue strategic outcomes .
Overall, Dr. Miller’s compensation mix is weighted toward equity with multi-year schedules and meaningful in-the-money legacy grants, suggesting alignment with long-term value creation. The committee’s discretionary 105% payout despite one missed strategic metric introduces some pay governance nuance, but revenue and net income delivery were strong in 2024 .